UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934

March 11, 2022
Date of Report (Date of earliest event reported)

SUNOCO LP
(Exact name of registrant as specified in its charter)

Delaware	001-35653	30-0740483	
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

8111 Westchester Drive, Suite 400	
Dallas	,	Texas	75225	
(Address of principal executive offices, including zip code)	
(214) 981-0700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Units Representing Limited Partner Interests	SUN	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Director

On March 11, 2022, Mr. Matthew S. Ramsey, age 67, announced his intention to retire from the board of directors (the “Board”) of Sunoco GP LLC (the “General Partner”), the general partner of Sunoco LP (the “Partnership”) effective April 1, 2022 in coordination with his retirement as an officer of Energy Transfer LP.

There are no disagreements between Mr. Ramsey and the Board, the General Partner or the Partnership relating to operations, practices or policies.

Appointment of Director

On March 11, 2022 and effective April 1, 2022, Mr. Ray W. Washburne, age 61, was appointed to the Board of the General Partner of the Partnership, by the sole member of the General Partner pursuant to the provisions of the Amended and Restated Limited Liability Company Agreement of the General Partner dated September 25, 2012, as amended. Mr. Washburne joins the Board as an independent director.

Further, on March 14, 2022 and effective April 1, 2022, Mr. Washburne was elected to serve as Chairman of the Board of the General Partner.

Consistent with other non-employee members of the Board, Mr. Washburne will be eligible to receive cash compensation for his service on the Board and to receive initial and annual grants of restricted phantom units under the Partnership’s Long-Term Incentive Plan.

There are no arrangements or understandings with the Partnership, or any other persons, pursuant to which Mr. Washburne was appointed as a director of the General partner. There are no relationships regarding Mr. Washburne that would require disclosure pursuant to Item 404(a) of Regulation S-K.

SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SUNOCO LP	
		By:	Sunoco GP LLC, its general partner	
Date:	March 15, 2022	By:	/s/ Arnold Dodderer	
			Arnold Dodderer	
			General Counsel and Assistant Secretary